Transition Opportunity. In consideration of Employee’s execution of this Agreement and Employee’s fulfillment of all of its terms and conditions, and subject to Section 3 below, Employee will have the opportunity to continue employment with the Company on a transitional, at-will basis from the Effective Date of this Agreement until, at the latest, the Planned Separation Date (such period, the “Transition Period” and such opportunity, the “Transition Opportunity”). During the Transition Period, Employee agrees that Employee will no longer serve as the Company’s Senior Vice President, Sales and Marketing and will instead be assigned a role as Senior Advisor, which is anticipated to include, but not be limited to, duties related to the transitioning of Employee’s responsibilities to the Company’s new Chief Commercial Officer (“CCO”), participation in communicating organizational changes to the Company’s commercial team, attendance at the Executive Leadership Team meetings in January 2022 and the Global Commercial Meeting in February 2022 (if requested), assisting the Company’s new CCO with 2021 personnel performance reviews, archiving relevant files and making them available to the Company’s new CCO, in all cases as directed by the Company in its sole discretion, and ongoing advice and input relating to the Company’s markets, customers and sales team operations and capabilities as requested by the Company’s new CCO (the “Transition Duties”). For any period of employment from the Effective Date hereof through March 31, 2022, Employee will continue to be a full-time employee and receive Employee’s regular base salary in effect as of the date of this Agreement, less applicable withholdings (the “Full-Time Salary”). For any period of employment during the remainder of the Transition Period on and after April 1, 2022, Employee will be a part-time employee working a 20-hour per month schedule, and Employee’s annualized base salary shall be $52,800, less applicable withholdings (the “Part-Time Salary”). During the Transition Period, Employee will be eligible to participate in the then-available Company benefits and plans, including the Company’s 2021 bonus program, at the same level as Employee would have been eligible to participate in such plans immediately prior to the start of the Transition Period, subject to the terms and conditions, including eligibility requirements, of such plans (including, for example, that as a result of the reduction of Employee’s work schedule, beginning as of April 1, 2022, Employee will no longer be eligible for Company-sponsored health benefits, participation in the Company’s 2013 Employee Stock Purchase Plan, or paid time off other than sick leave in accordance with applicable law). Notwithstanding the foregoing, the Parties acknowledge and agree that (i) Employee shall not be eligible to participate in the Company’s 2022 or 2023 bonus program, (ii) Employee shall not be eligible for any compensation increase during the Transition Period (other than any increase to base salary that the Company determines is required in order to satisfy any legal requirements for Employee to remain an exempt employee), and (iii) Employee shall not be eligible for any stock option, restricted stock unit, or other equity grants during the Transition Period.
Appears in 1 contract
Samples: Transition Agreement and Release (NanoString Technologies Inc)
Transition Opportunity. In consideration of Employee’s execution of this Agreement and Employee’s fulfillment of all of its terms and conditions, and subject to Section 3 below, Employee will have the opportunity to continue employment with the Company on a transitional, at-will transitional basis from [February , 2021] (the Effective Date of this Agreement “Transition Date”) until, at the latest, the Planned Separation Date June 4, 2021 (such period, the “Transition Period” and such opportunity, the “Transition Opportunity”). During the Transition Period, Employee agrees that Employee will no longer serve as an officer of the Company, including no longer serving as the Company’s Senior Vice PresidentPresident and Chief Executive Officer, Sales and Marketing and will instead be assigned a the role as Senior of CEO Advisor, which is anticipated to include, but not be limited to, duties related to solely involving the transitioning provision of Employee’s responsibilities transitional assistance to the Company’s new Chief Commercial Executive Officer (the “CCONew CEO”), participation in communicating organizational changes to the Company’s commercial teamincluding, attendance at the Executive Leadership Team meetings in January 2022 and the Global Commercial Meeting in February 2022 (if requested), assisting the Company’s new CCO with 2021 personnel performance reviews, archiving relevant files and making them being available to answer the CompanyNew CEO’s new CCOquestions, and in all cases as directed by the Company in its sole discretion, and ongoing advice and input relating to the Company’s markets, customers and sales team operations and capabilities as requested by the Company’s new CCO New CEO (the “Transition Duties”). For any period the avoidance of employment from the Effective Date hereof through March 31, 2022doubt, Employee will continue to be a full-time employee and receive Employee’s regular base salary in effect as shall not carry out any activities on behalf of the date of this Agreement, less applicable withholdings (Company unless expressly directed by the “Full-Time Salary”). For any period of employment during the remainder of the Transition Period on and after April 1, 2022, Employee will be a part-time employee working a 20-hour per month schedule, and Employee’s annualized base salary shall be $52,800, less applicable withholdings (the “Part-Time Salary”)New CEO. During the Transition Period, Employee will be eligible work remotely, will not report to participate in the then-available Company benefits and plans, including the Company’s 2021 bonus programfacilities unless mutually agreed to between Employee and the New CEO, at the same level and will not hold himself out as Employee would have been eligible to participate in such plans immediately prior to the start an agent or representative of the Transition Period, subject to the terms and conditions, including eligibility requirements, of such plans (including, for example, that as a result of the reduction of Employee’s work schedule, beginning as of April 1, 2022, Employee will no longer be eligible for Company-sponsored health benefits, participation in the Company’s 2013 Employee Stock Purchase Plan, or paid time off other than sick leave in accordance with applicable law). Notwithstanding the foregoingFurther, the Parties acknowledge and agree that (i) Employee shall not be eligible entitled to participate in accrue vacation time under the Company’s 2022 or 2023 bonus program, (ii) Employee shall not be eligible for any compensation increase during the Transition Period (other than any increase to base salary that the Company determines is required in order to satisfy any legal requirements for Employee to remain an exempt employee), and (iii) Employee shall not be eligible for any stock option, restricted stock unit, or other equity grants paid time off policy during the Transition Period. During the Transition Period, Employee shall continue to receive Employee’s base salary as in effect immediately prior to the Effective Date hereof at the rate of $525,000 per year, less all applicable withholdings (the “Base Salary”), paid in accordance with the Company’s standard payroll practices and procedures, continue to receive employment benefits pursuant to the Company’s benefit plans as in effect, and vest in his Company Equity Awards in accordance with the Stock Agreements. Employee will remain eligible for a discretionary annual performance bonus award corresponding to fiscal year 2020 (the “2020 Annual Bonus”), determined pursuant to the Company’s Management Incentive Plan (the “MIP”), as may be modified by the Company. Employee’s target 2020 Annual Bonus is 70% of the Base Salary (the “Bonus Target”). The 2020 Annual Bonus (if any) will be payable to Employee only upon achievement of all relevant targets and conditions following the annual audit for the 2020 fiscal year. To the extent earned, the 2020 Annual Bonus will be paid at such time as annual bonuses are paid to senior executives of the Company, as discussed more fully in the MIP. The eligibility for and payment of the 2020 Annual Bonus under the MIP is subject to the terms and conditions of the MIP, which are at the discretion of the Company. Except as provided in this paragraph, Employee will not receive any other bonuses or equity awards, including for the Company’s fiscal year 2021. In addition, any unvested Equity Awards as of the Transition Date that, by their terms are scheduled to vest following the end of the Transition Period, immediately will be forfeited on the Transition Date and returned to the Company at no cost to the Company.
Appears in 1 contract
Transition Opportunity. In consideration of Employee’s execution of this Agreement and Employee’s fulfillment of all of its terms and conditions, and subject to Section 3 below1 above, Employee will have the opportunity to continue employment with the Company Sarcos on a transitional, at-will basis from the Effective Date of this Agreement until, at until the latest, the Planned Separation Termination Date (such period, the “Transition Period” and such opportunity, the “Transition Opportunity”). During the Transition Period, Employee agrees that Employee will no longer serve as the Company’s Senior Vice President, Sales and Marketing and will instead be assigned a role as Senior Advisor, which is anticipated to include, but not be limited to, perform duties related to the transitioning of Employee’s responsibilities to the Company’s new Chief Commercial Officer (“CCO”), participation in communicating organizational changes to the Company’s commercial team, attendance at the Executive Leadership Team meetings in January 2022 and the Global Commercial Meeting in February 2022 (if requested), assisting the Company’s new CCO with 2021 personnel performance reviews, archiving relevant files and making them available to the Company’s new CCOresponsibilities, in all cases as directed by the Company in its sole discretion, and ongoing advice and input relating to the Company’s markets, customers and sales team operations and capabilities as requested by the Company’s new CCO discretion (the “Transition Duties”). For Notwithstanding, nothing in this Agreement shall preclude Employee from providing consulting services to any period other entity during the Transition Period, subject to Employee’s compliance with the Intellectual Property Agreement and further subject to such outside consulting services not being in conflict with Employee’s fiduciary duties to the Company. Employee shall not report to Sarcos facilities during the Transition Period, except as requested by or with the prior consent of employment from the Effective Date hereof through March 31, 2022Company. During the Transition Period, Employee will continue to be a full-time employee and receive Employee’s regular base salary in effect as of the date of this Agreement, less applicable withholdings (the “Full-Time Salary”). For any period of employment during the remainder of the Transition Period on and after April 1, 2022, Employee will be a part-time employee working a 20-hour per month schedule, and Employee’s annualized base salary shall be $52,800, less applicable withholdings (the “Part-Time Salary”)withholdings. During the Transition Period, Employee will be eligible to participate in the then-available Company benefits and plans, including the Company’s 2021 bonus program, at the same level as Employee would have been eligible to participate in such plans immediately prior to the start of the Transition Period, subject to the terms and conditions, including eligibility requirements, of such plans (including, for example, that as a result of the reduction of Employee’s work schedule, beginning as of April 1, 2022, Employee will no longer be eligible for Company-sponsored health benefits, participation in the Company’s 2013 Employee Stock Purchase Plan, or paid time off other than sick leave in accordance with applicable law)plans. Notwithstanding the foregoing, the Parties acknowledge and agree that during the Transition Period (i) Employee shall not be eligible to participate in the Company’s 2022 or 2023 bonus programprograms, (ii) Employee shall not be eligible for any compensation increase during the Transition Period (other than any increase to base salary that the Company determines is required in order to satisfy any legal requirements for Employee to remain an exempt employee)increase, and (iii) Employee shall not be eligible for any new stock option, restricted stock unit, or other equity grants. Employee shall continue to vest in his outstanding equity grants during in accordance with their terms until the Transition PeriodTermination Date. Sarcos and Employee agree that, unless Employee’s employment is terminated by the Company for Cause (as defined in the Employment Agreement) or Employee resigns without Good Reason (as defined in the Employment Agreement), and subject to the provisions of this Agreement, Employee shall be entitled to the Severance benefits provided by this Agreement following the Termination Date if Employee executes and does not revoke the Supplemental Release (as defined below) and the Supplemental Release becomes effective and irrevocable no later than sixty (60) days following the Termination Date or such earlier date specified in the Supplemental Release (the “Supplemental Release Requirement”). For the avoidance of doubt, the changes in Employee’s duties, authorities, or responsibilities contemplated in this Agreement will not trigger the Employee’s right to terminate his employment with the Company for Good Reason (as defined in the Employment Agreement by and between the Company and Employee dated September 24, 2021 (the “Employment Agreement”)) under the Employment Agreement.
Appears in 1 contract
Samples: Transition Agreement (Sarcos Technology & Robotics Corp)
Transition Opportunity. In consideration of Employee’s execution of this Agreement and Employee’s fulfillment of all of its terms and conditions, and subject to Section 3 below, Employee will have the opportunity to continue employment with the Company on a transitional, at-will transitional basis from February 8, 2021 (the Effective Date of this Agreement “Transition Date”) until, at the latest, the Planned Separation Date June 4, 2021 (such period, the “Transition Period” and such opportunity, the “Transition Opportunity”). During the Transition Period, Employee agrees that Employee will no longer serve as an officer of the Company, including no longer serving as the Company’s Senior Vice PresidentPresident and Chief Executive Officer, Sales and Marketing and will instead be assigned a the role as Senior of CEO Advisor, which is anticipated to include, but not be limited to, duties related to solely involving the transitioning provision of Employee’s responsibilities transitional assistance to the Company’s new Chief Commercial Executive Officer (the “CCONew CEO”), participation in communicating organizational changes to the Company’s commercial teamincluding, attendance at the Executive Leadership Team meetings in January 2022 and the Global Commercial Meeting in February 2022 (if requested), assisting the Company’s new CCO with 2021 personnel performance reviews, archiving relevant files and making them being available to answer the CompanyNew CEO’s new CCOquestions, and in all cases as directed by the Company in its sole discretion, and ongoing advice and input relating to the Company’s markets, customers and sales team operations and capabilities as requested by the Company’s new CCO New CEO (the “Transition Duties”). For any period the avoidance of employment from the Effective Date hereof through March 31, 2022doubt, Employee will continue to be a full-time employee and receive Employee’s regular base salary in effect as shall not carry out any activities on behalf of the date of this Agreement, less applicable withholdings (Company unless expressly directed by the “Full-Time Salary”). For any period of employment during the remainder of the Transition Period on and after April 1, 2022, Employee will be a part-time employee working a 20-hour per month schedule, and Employee’s annualized base salary shall be $52,800, less applicable withholdings (the “Part-Time Salary”)New CEO. During the Transition Period, Employee will be eligible work remotely, will not report to participate in the then-available Company benefits and plans, including the Company’s 2021 bonus programfacilities unless mutually agreed to between Employee and the New CEO, at the same level and will not hold himself out as Employee would have been eligible to participate in such plans immediately prior to the start an agent or representative of the Transition Period, subject to the terms and conditions, including eligibility requirements, of such plans (including, for example, that as a result of the reduction of Employee’s work schedule, beginning as of April 1, 2022, Employee will no longer be eligible for Company-sponsored health benefits, participation in the Company’s 2013 Employee Stock Purchase Plan, or paid time off other than sick leave in accordance with applicable law). Notwithstanding the foregoingFurther, the Parties acknowledge and agree that (i) Employee shall not be eligible entitled to participate in accrue vacation time under the Company’s 2022 or 2023 bonus program, (ii) Employee shall not be eligible for any compensation increase during the Transition Period (other than any increase to base salary that the Company determines is required in order to satisfy any legal requirements for Employee to remain an exempt employee), and (iii) Employee shall not be eligible for any stock option, restricted stock unit, or other equity grants paid time off policy during the Transition Period. During the Transition Period, Employee shall continue to receive Employee’s base salary as in effect immediately prior to the Effective Date hereof at the rate of $525,000 per year, less all applicable withholdings (the “Base Salary”), paid in accordance with the Company’s standard payroll practices and procedures, continue to receive employment benefits pursuant to the Company’s benefit plans as in effect, and vest in his Company Equity Awards in accordance with the Stock Agreements. Employee will remain eligible for a discretionary annual performance bonus award corresponding to fiscal year 2020 (the “2020 Annual Bonus”), determined pursuant to the Company’s Management Incentive Plan (the “MIP”), as may be modified by the Company. Employee’s target 2020 Annual Bonus is 70% of the Base Salary (the “Bonus Target”). The 2020 Annual Bonus (if any) will be payable to Employee only upon achievement of all relevant targets and conditions following the annual audit for the 2020 fiscal year. To the extent earned, the 2020 Annual Bonus will be paid at such time as annual bonuses are paid to senior executives of the Company, as discussed more fully in the MIP. The eligibility for and payment of the 2020 Annual Bonus under the MIP is subject to the terms and conditions of the MIP, which are at the discretion of the Company. Except as provided in this paragraph, Employee will not receive any other bonuses or equity awards, including for the Company’s fiscal year 2021. In addition, any unvested Equity Awards as of the Transition Date that, by their terms are scheduled to vest following the end of the Transition Period, immediately will be forfeited on the Transition Date and returned to the Company at no cost to the Company.
Appears in 1 contract
